Terms of Engagement

INTRODUCTION

These terms of engagement set out certain standard terms and conditions on which Seeit Useit Limited ("we/us") provide Search Engine Optimisation ("SEO") and related services to our clients. These terms together with our letter of engagement are referred to as the "agreement".

These terms of engagement apply subject to any additional or alternative terms which we may agree in writing with our client ("you"). It is not necessary for you to sign these terms of engagement to indicate your agreement to them. We will deem you to have accepted them when you engage us to provide services for you by making payment of any part of the fee applicable to our services (as set out in our letter of engagement). By making a payment, you acknowledge that you are bound by these terms and our letter of engagement.

BACKGROUND

SEO involves the use of specialist skills to increase the likelihood that Search Engines will add your website to their search results, thereby increasing traffic to your site. For further information on SEO and the benefits to you and your business, please visit our Search Engine Optimisation Services web page.

OUR SERVICES

Depending on the particular SEO package you select, our services may include keyword research, competitor research, technical work, content, directory submission, quality assurance testing. We may also provide a free report within three months after the SEO is completed and live to monitor progress.

This will include graphs and statistics showing website visitor numbers, and the keyword/keyphrase statistics used in major Search Engines that are directing traffic to your website.

GUARANTEES

We do not guarantee and take no responsibility for:

• website traffic (current or future) or rankings/positions (current or future) for any particular keyword, phrase or search term;
• policies of search engines or web directories in respect of the inclusion or exclusion of sites from a search engine or web directory;
• time frame after submission for the listing of a site on a particular search engine or web directory;
• any non-acceptance of a submission by a search engine or web directory.

STATISTICS

You must provide the statistics requested by us by the date set out in our letter of engagement to you. If you do not, then we reserve the right to amend the proposed completion date set out in that letter and retain any fee paid by you.

You must also provide the statistics requested by us 3 months after we provide our recommendations to you in order for a follow up report to be prepared (if relevant).

We do not make any representations as to the SEO should you choose not to rely on our recommendations. You acknowledge that in such event, the success of SEO may be compromised.

NON-EXCLUSIVITY

We do not offer exclusive services to you and we reserve our rights to work with and for persons or entities that may compete with you or your business.

Recommendations are based on research and data available at the time that such recommendations are provided. As such, similar or differing recommendations to persons or entities you consider to be competitors may be similar or different to those provided to you.

NO COPYRIGHT

Our recommendations, keywords/keyphrases and meta tags are not protected by copyright. We advise you to seek legal advice should you wish to protect any intellectual property.

CHANGES TO YOUR WEBSITE

We are not responsible for any changes made to your website that adversely affect the website, any search engine rankings, website traffic, or other listings or SEO work included on your website.

We are not responsible for any overwriting of SEO work to your website, such as a webmaster or web development company that you engage to make changes to your website (and upload over work already provided).

PAYMENT

You agree that 50% of the fee set out in our letter of engagement to you is required to be paid prior to us commencing any services. The balance of our fee and any additional costs incurred on your behalf (as well as any additional fee agreed for additional services to be provided) is to be paid by the due date noted on the invoice. Any outstanding balance not paid by the due date shall incur a late penalty of $50 per month or part thereof.

We reserve our rights to engage a debt collection agency if any payment is outstanding by more than 30 days from the due date. You are responsible for all costs associated with any such process.

We will retain ownership over all work completed until the final payment is made.

LIMITATION/EXCLUSION OF LIABILITY

The parties agree that our liability under this agreement is excluded to the maximum extent permitted by law and in no circumstances shall we be liable to you for any direct or indirect losses, either in contract, tort or otherwise, whether for lost profits, revenues or income or increased or alternative costs, loss of use or any similar economic loss, or for any special, incidental, consequential or similar damages or punitive damages arising out of or in connection with the services rendered under this agreement.

Notwithstanding anything to the contrary in this agreement, our maximum aggregate liability to you and/or any other party shall not exceed the aggregate fee paid by you for our services rendered.

CONSUMER GUARANTEES ACT 1993 (CGA)

The parties acknowledge that the services provided under this agreement are for business purposes and accordingly the CGA shall not apply.

INDEMNITY

You indemnify and keep us, our directors, officers, employees, agents and assigns harmless from and against all claims, actions, obligations, liabilities, damages, losses and judgments, including any incidental costs and expenses, arising out of or attributed, directly or indirectly, to the actions agreed to by you in this agreement and our letter of engagement. Your indemnity shall include (without limitation) any claims or damages relating to:

• any unauthorised copying, recording, reading or interference with any electronic message or document after transmission, for any delay or non-delivery of any document and for any damage caused to your system or any files by the transmission (including by a computer virus, worm, or similar);
• any communication channels used by us to deliver communications relating to this agreement; and
• any information about you stored by us in any way.

GENERAL

This Agreement shall be governed by and construed in accordance with New Zealand law.

The parties will meet and discuss in good faith any disputes between them arising out of this Agreement. If discussions between the parties fail to resolve the dispute the parties will endeavour to resolve the dispute by the use of mediation, without prejudice to any other rights held, prior to legal proceedings being commenced. Nothing in this clause shall preclude a party from taking immediate steps to seek equitable relief before a New Zealand Court.

This agreement and our letter of engagement sets forth the entire agreement and understanding between you and us.

There are no warranties, representations or other agreements between us and you except as specifically set forth in these terms and conditions.

No change or modification of this agreement shall be valid unless it is in writing and signed by you and us.

This agreement is binding on all successors, permitted assigns, executors and administrators of both parties.

Neither party shall be deemed to be in default of this agreement for any delay or failure in performance in any circumstances outside the reasonable control of the Company including the actions of search engines, web directories and related parties not under the direction or control of the SEO, for so long as the causes of such delay or failure subsist.

Each party will keep any information about the other confidential, unless that party is required to disclose that information by law.

You have the right to access and correct your personal information held by us subject to the provisions of the New Zealand Privacy Act 1993.

Unless otherwise stated, all marketing material, implementation instruction documents and reports provided to you are for solely for your use and are not to be redistributed. Materials provided by us remain our intellectual property and fall under our copyright.

You acknowledge that we are a specialist SEO business and we do not profess expertise in the your area of business.

You are entirely responsible for the content, trademarks and other aspects of your website related to your business, industry, and competitors including but not limited to the use of your company or business name, meta tags and breaches of trademark.

We reserve the right to publish your name in our marketing material and on our website without first seeking your approval.

Unless you advise us otherwise, you agree to receive periodic email communication from us that may include, for example, information about our services.

We may update these terms of engagement from time to time (last updated 20/11/2007) and these will be available on our website here: http://www.seeituseit.com/legal/terms-of-engagement.html